Aim high for your dream candidate.

AuthorHorton, Thomas R.
PositionFor corporate director

Don't let a fear of rejection thwart your board's efforts to improve itself

Search firms on occasion are asked to recommend candidates for not merely one vacancy but several at the same time - even entire slates. Such needs arise through bankruptcy or forced wholesale resignations or, on the upside, by spinoffs and IPOs. We all know the risks inherent in committing even one board seat to a new (and by definition, untried) director: Will this person enhance our board or diminish it? Given our culture, will this person fit? Think, then, of the jeopardy in handing over governance to a group of strangers.

A recent first meeting of a new board somehow evoked memories of reporting, long ago, to the U.S. Army. In each instance a sea of unfamiliar faces told nothing of their owners' capabilities. One thing was certain: Our fates were intertwined. Getting to know, and to rely upon, people takes time.

One way to improve board performance (are there any not in such need?) is through job standards for directors. But since the effectiveness of a board depends upon that of its members, there may come a time when the replacement of a director or two is called for. If so, my advice is the same as Mae West's: Anything worth doing is worth doing slowly. In boards, one director at a time.

The removal of poor performers should not be difficult. If all else fails, the chairman can act. (Unless the bad actor is the chairman; then a majority of other directors must act, painful as that prospect may seem - the pain caused by procrastination can be even more excruciating.)

The job at which boards frequently fail is not the act of persuading directors, even long-tenured ones, to exit, but the task of recruiting more effective successors. Too often we end up settling for candidates rather than meticulously selecting them, which we must do, to strengthen the board.

To ensure this, we must begin with criteria, not with names, and must raise our sights, i.e., pursue only talent clearly capable of elevating the board's performance.

Just what will be your criteria? Here are mine: unquestioned integrity; an indisputable track record; for-profit governance experience; a willingness to commit serious time; and impeccable taste.

Why taste? Because discriminating people habitually seek high standards in every aspect of life and tend not to dominate others. Think for a moment of the most effective directors you have known. Are they women and men of understated style, earnest...

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